TIDMHMLH
RNS Number : 8553W
BDB Nominee Company Limited
21 August 2020
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
21 August 2020
RECOMMED CASH OFFER
for
HML HOLDINGS PLC
by
BDB NOMINEE COMPANY LIMITED
(formed at the direction of Harwood Capital LLP)
Posting of Offer Document
On 30 July 2020, the boards of directors of BDB Nominee Company
Limited ("BDB Nominee") and HML Holdings plc ("HML" or the
"Company") announced that they had reached agreement on the terms
of a recommended cash offer to be made by BDB Nominee for the
entire issued and to be issued share capital of HML (the
"Offer").
BDB Nominee announces that the Offer Document containing the
full terms of, and Conditions to, the Offer, is today being posted
to HML Shareholders (other than those located in a Restricted
Jurisdiction), together (where applicable) with the related Form of
Acceptance (in respect of HML Shares held in certificated
form).
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 11 September 2020.
Full details of the procedure for accepting the Offer are set
out in the letter from BDB Nominee and Harwood Capital to HML
Shareholders in Part II of the Offer Document and are summarised
below.
To accept the Offer in respect of HML Shares held in
certificated form (that is, not in CREST), HML Shareholders must
complete and sign the Form of Acceptance, in accordance with the
instructions printed on it and set out in paragraph 12 of the
letter from BDB Nominee and Harwood Capital to HML Shareholders set
out in Part II of the Offer Document, and return it (along with any
appropriate share certificate(s) and/or other document(s) of title)
using the accompanying reply-paid envelope (for use within the UK
only) as soon as possible and, in any event, so as to be received
by the Receiving Agent, Share Registrars, by no later than 1.00
p.m. (London time) on 11 September 2020. Additional Forms of
Acceptance can be obtained by contacting Share Registrars on
telephone number 01252 821 390, between 9.00 a.m. and 5.30 p.m.
(London time) Monday to Friday (excluding public holidays in
England and Wales) or, if telephoning from outside the UK, on
telephone number +44 (0) 1252 821 390. Please note that, as a
result of the impact of COVID-19, the Receiving Agent's office is
operating with a reduced number of staff such that callers may be
asked to leave a message so that the call may be returned.
Alternatively, HML Shareholders can email the Receiving Agent at
enquiries@shareregistrars.uk.com.
To accept the Offer in respect of HML Shares held in
uncertificated form (that is, in CREST), HML Shareholders should
follow the procedure for Electronic Acceptance through CREST in
accordance with the instructions set out in paragraph 12 of the
letter from BDB Nominee and Harwood Capital to HML Shareholders set
out in Part II of the Offer Document so that a TTE Instruction
settles as soon as possible and, in any event, by no later than
1.00 p.m. (London time) on 11 September 2020. If HML Shareholders
hold their HML Shares as a CREST sponsored member, they should
refer to their CREST sponsor as only their CREST sponsor will be
able to send the necessary TTE instruction to Euroclear.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on the
website of HML at www.hmlgroup.com/takeover-documentation/ until
the end of the Offer Period (or, if later, the end of any
competition reference period). For the avoidance of doubt, the
contents of the website referred to above are not incorporated into
and do not form part of this announcement.
Enquiries:
BDB Nominee Company Limited Tel: +44 (0)207
Jeremy Brade, Director 640 3200
Tim Sturm, Director
Strand Hanson Limited Tel: +44 (0)207
(Financial Adviser to BDB Nominee and Harwood 409 3494
Capital)
Stuart Faulkner/Matthew Chandler
Jack Botros/James Dance
HML Holdings plc Tel: +44 (0)20 8439
Alec Guthrie, Chief Executive Officer 8529
James Howgego, Chief Financial Officer
finnCap Ltd Tel: +44 (0)20 7220
(Financial and Rule 3 Adviser, Nominated Adviser 0500
and Broker to HML)
Ed Frisby
Giles Rolls
Henrik Persson
Tavistock Communications Group Tel: +44 (0)20 7920
(Financial PR adviser to HML) 3150
James Verstringhe
Jeremy Carey
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to BDB Nominee and Harwood Capital
and no-one else in connection with the Offer and other matters
described in this announcement and will not be responsible to
anyone other than BDB Nominee and Harwood Capital for providing the
protections afforded to clients of Strand Hanson Limited nor for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein. Neither Strand
Hanson Limited nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Strand
Hanson Limited in connection with this announcement, any statement
contained herein or otherwise.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser, nominated adviser and broker to HML and
no-one else in connection with the Offer and other matters
described in this announcement and will not be responsible to
anyone other than HML for providing the protections afforded to
clients of finnCap Ltd nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter
referred to herein. Neither finnCap Ltd nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap Ltd in connection with this
announcement, any statement contained herein or otherwise.
HML SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN
OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF HML SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
Overseas jurisdictions
The availability of the Offer and release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
The Offer will be implemented in accordance with applicable
English law and will be subject to the applicable requirements of
the Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by BDB Nominee or required by the
Code, and permitted by applicable law and regulation, the Offer
will not be made available directly or indirectly, in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may accept the Offer from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and all other documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction where to do so would violate the laws in such
jurisdictions. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of HML or
of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) HML and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of HML or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of HML or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of HML or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) HML and (ii) any securities
exchange offeror(s), save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the Business Day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of HML or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by HML and by any
offeror and Dealing Disclosures must also be made by HML, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on HML's website at
www.hmlgroup.com/takeover-documentation/ by no later than 12.00
noon (London time) on the Business Day following this
announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
HML Shareholders may request a hard copy of this announcement
(and any information incorporated by reference in this
announcement) free of charge by contacting Share Registrars on
01252 821 390 from within the UK or +44 (0)1252 821 390 if calling
from outside the UK between 9.00 a.m. to 5.30 p.m., Monday to
Friday (except public holidays in England and Wales) or by
submitting a request in writing to Share Registrars at The
Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR . HML
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form. If you have received this
announcement in electronic form, hard copies of this announcement
and any document or information incorporated by reference into this
announcement will not be provided unless such a request is
made.
END
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END
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